SERVICES AGREEMENT YOUR COMPANY NAME AND LOGO HERE

This Services Agreement (“Agreement”) is made and entered into on 13th July 2009, by and between _________________________________, with its
principal office address at _________________________________________ (“Client”), and “Your Company Name”, with its principal office address at
“Your Address here”, “City”, Pakistan (“Abbreviation of your Company or a short name here”).

Whereas, “Your Company Name” is in the business of providing services for consultancy, programming, software development, software installation, and
systems integration (“Services”); and

Whereas, Company wishes to contract with “Your Company Name” to provide such Services to Company;

Now, therefore, in consideration of the various covenants, promises, and conditions set forth below, and intending to be legally bound, the parties hereto
agree as follows:

1. SERVICES 5. ACCEPTANCE
1.1. “Your Company Name” shall provide Services requested and 5.1. When in “Your Company Name”’s opinion, “YOUR COMPANY
authorized by Company. Company may authorize, from time to NAME” has completed a Work Order, “YOUR COMPANY NAME”
time, such Services by executing individual “Work Orders”, each of shall provide written notification (electronic or otherwise) to
which are incorporated into and subject to the terms of this Company of the completion. Except as provided in Section 5.3,
Agreement. Such Work Orders shall be agreed to and signed by Company shall have sixty (60) days (the “Acceptance Period”) in
both parties, shall be in the form of Exhibit A, shall be consecutively which to determine if the deliverable conforms to the Work Order
numbered, and shall include at a minimum the following and those specifications of the assignment of which “YOUR
information: COMPANY NAME” ’s personnel have been apprised in writing
(“Acceptance Tests”). The Acceptance Period does not take effect
1. Description of assignment. until after the last deliverable has been delivered by “YOUR
2. Deliverables. COMPANY NAME” to Company in accordance with the applicable
3. Authorized start date. Work Order.
4. Target completion date.
5. Company project manager. 5.2. Company shall be deemed to have accepted the deliverable
6. Prices and Payment terms. unless, prior to the expiration of the Acceptance Period, Company
7. Pre-approved project-related expenses. provides “YOUR COMPANY NAME” with a written notice to the
8. Obligations of Company. effect that the work completed fails to conform to the Acceptance
9. Any other unique terms related to the specific project. Tests. Any such notice shall specify the reasons for Company’s
claim of non-conformance.
1.2. Changes to the Work Orders will be effected by approving 5.3. In the event that deficiencies are reported by Company
“Change Request Forms”, each of which are incorporated into and during the Acceptance Period, “YOUR COMPANY NAME” shall
subject to the terms of this Agreement. Such Change Request supply the appropriate personnel to investigate and correct
Forms shall be agreed to and signed by both parties, shall be in the deficiencies reported by Company during the Acceptance Period.
form of Exhibit B, and shall be consecutively numbered. Except as provided in Section 5.4, Company shall have sixty (60)
1.3. In case any clause in the Work Order or Change Request days from the date of the correction of identified deficiencies to
Form conflicts with any clause in the Agreement, the clause in the review the work completed, and submit written notice of
Work Order or Change Request Form will prevail over the clause in acceptance or further deficiencies. This process shall be repeated
the Agreement. as may be necessary until the software is accepted by Company.

2. COMPANY’S OBLIGATIONS
2.1. Timely completion of the Services is dependent upon, at a
minimum, the timely cooperation of Company. Company shall
perform the various obligations of Company specified in this
Agreement and in the applicable Work Orders and shall cooperate
generally with “YOUR COMPANY NAME” in “YOUR COMPANY
NAME” ’s performance of the Services.
3. TERM
3.1. The initial term of this Agreement shall be for a period not
less than the period during which the software is developed,
deployed and successfully implemented at the Company with
complete UAT Sign-Off from the date of this agreement and one
year warranty period which will start after the Sign-off date.
4. PRICES & PAYMENTS
4.1. For all services performed and respective tasks executed and
approved by Company, Company shall pay “YOUR COMPANY
NAME” at the prices stated in the applicable Work Order.
5.4. The procedures set forth in this “Section 5 - Acceptance”
shall be Company’s sole and exclusive remedy for any failure of the
deliverable to conform to the applicable Work Order or Acceptance
Tests.
6. WARRANTY
6.1. “YOUR COMPANY NAME” warrants that the technical quality
and performance of the Services provided will be consistent with
the applicable professional and industry standards and with the
specifications in the applicable Work Order.
6.2. Except as set forth specifically in this “Section 6 - Warranty”
“YOUR COMPANY NAME” makes no other warranties whatsoever,
whether express, implied or statutory, with regard to any software,
materials, or services provided pursuant to this Agreement. “YOUR
COMPANY NAME” specifically disclaims the implied warranties of
merchantability, fitness for a particular purpose, title and non-
infringement.

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SERVICES AGREEMENT
7. LIMITATION OF LIABILITY
7.1. In no event shall either party be liable for special, incidental,
consequential, tort, or analogous damages, including, without
limitation, any damages resulting from loss of use, loss of data, loss
of profits, loss of business or loss of goodwill, arising out of or in
connection with this Agreement, or any services performed by such
party, whether or not such party has been advised of the possibility
of such damages.
7.2. “YOUR COMPANY NAME” ’s liability, whether in contract, tort
(including negligence) or otherwise, direct or indirect, arising out of
or in connection with this Agreement or any services performed
hereunder shall not exceed in the aggregate the amounts paid to
“YOUR COMPANY NAME” for its services or products.
7.3. Neither party shall be liable for damages from any delay or
failure to perform its obligations hereunder, if such delay or failure
is due to causes beyond its control or without its fault or
negligence, including, without limitation, strikes, riots, wars, fires,
epidemics, quarantine restrictions, freight embargoes, unusually
severe weather, earthquakes, explosions, acts of God or any public
enemy, or acts mandated by any applicable law, regulation or order
(whether valid or invalid) of any governmental body.
8. CONFIDENTIALITY
8.1. “YOUR COMPANY NAME” will treat as confidential and not
disclose to or use for the benefit of unauthorized third parties any
information of Company or its customers that is disclosed by
Company to “YOUR COMPANY NAME” and identified in writing as
“Confidential Information”. “YOUR COMPANY NAME” will not be
liable for the disclosure of any Confidential Information that:
1. is in the public domain or enters the public domain without
breach of this Agreement by “YOUR COMPANY NAME” ;
2. was known by “YOUR COMPANY NAME” at the time it was
first engaged to perform services for Company;
3. is independently developed by “YOUR COMPANY NAME”
without use of the Confidential Information by “YOUR
COMPANY NAME” ; or
4. is subject to disclosure pursuant to law.
9. OWNERSHIP
9.1. Except as provided for in Section 9.3 below, all software
(applications and its source code), documentation (User &
Technical) and materials (pertinent to Planning, Initiation,
Requirement Gathering and Analysis, System Design, Development,
Testing, Installation, Implementation and Maintenance) specifically
developed for Company pursuant to this Agreement, including all
related Work Orders, shall be the exclusive property of Company.
Effective upon the payment in full by Company of all sums owed to
“YOUR COMPANY NAME” under this Agreement, “YOUR COMPANY
NAME” transfers and assigns to Company the entire right, title and
interest to all rights to any inventions, designs, discoveries, ideas,
writings and works of authorship, including all copyrights in any
work deemed to be a “work made for hire”.
9.2. “YOUR COMPANY NAME” agrees that the transmission of
materials to “YOUR COMPANY NAME” by Company shall not be
construed to grant “YOUR COMPANY NAME” a license or other
rights owned or controlled by Company. Upon termination or
expiration of the Agreement and payment in full by Company to
“YOUR COMPANY NAME” of all amounts due under this
Agreement, all proprietary documents, software documentation,
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YOUR COMPANY NAME AND LOGO HERE
programs wholly or partially completed, and materials directly
related to any project under the Agreement shall be delivered to
Company or at Company’s written instructions destroyed, and no
copies shall be retained by “YOUR COMPANY NAME” without
Company’s written consent.
9.3. Company acknowledges and agrees that “YOUR COMPANY
NAME” has developed certain software, inventions, designs,
discoveries, ideas, writings and works of authorship, including all
copyrights in any work, procedures, techniques, documentation
and materials (collectively the ““YOUR COMPANY NAME”
Materials”) to perform the Services to be provided to Company
hereunder and Company agrees that all “YOUR COMPANY NAME”
Materials not specifically developed for Company pursuant to this
Agreement shall be the exclusive property of “YOUR COMPANY
NAME” and that the entire right, title and interest to all rights to
any “YOUR COMPANY NAME” Materials shall not be deemed to be
a “work made for hire”.
10. NATURE OF AGREEMENT
10.1. The relationship of “YOUR COMPANY NAME” to Company is
solely that of an independent contractor. Neither “YOUR COMPANY
NAME” nor its personnel shall be entitled to any of the benefits
provided by Company to its employees, including, but not limited
to, workers compensation insurance, unemployment insurance,
and health, retirement and welfare benefits.
10.2. “YOUR COMPANY NAME” shall assume full and exclusive
responsibility for payment of all income taxes or contributions
imposed or required under employment and income tax laws with
respect to “YOUR COMPANY NAME” or any of “YOUR COMPANY
NAME” ’s employees engaged in the performance of Services under
this Agreement.
11. HIRING OF EMPLOYEES
11.1. “YOUR COMPANY NAME” and Company agree that neither
shall employ or otherwise engage, directly or indirectly, the
services of the employees or agents of the other during the term of
this Agreement, and for a period of one year thereafter.
12. TERMINATION
12.1. Each party may terminate this Agreement with cause
immediately in the event the other party fails to meet its
obligations under this Agreement. The termination shall become
effective thirty (30) days after the date of the notification given to
the other party indicating the reasons for the termination, unless
the defaulting party remedies such breach during such period.
12.2. In the event of the early termination of this Agreement,
Company is only obliged to pay for actual Services rendered by
“YOUR COMPANY NAME” for which “YOUR COMPANY NAME” will
provide all works carried out till the last day of termination.
12.3. Upon termination of this Agreement, “YOUR COMPANY
NAME” will return to Company any monies paid for uncompleted
Services as defined by the list of milestones and deliverables in the
Work Orders. In addition, each party will return to the other party
all papers, materials and properties of the other party held by each
party for purposes of executing this Agreement and all
attachments. Each party will assist the other party in the orderly
termination of this Agreement and the transfer of all aspects
hereof, tangible or intangible, as may be necessary for the orderly
non-disrupted business continuation of each party.
SERVICES AGREEMENT
12.4. Upon termination, this Agreement shall be of no force and
effect, except that the terms and provisions of “Section 7 -
Limitation Of Liability”, “Section 9 - Ownership”, and “Section 11 -
Hiring Of Employees” of this Agreement shall survive the
termination of this Agreement for any reason in accordance with
their respective terms.
13. GENERAL
13.1. This Agreement and related Work Orders shall be governed
by and construed according to the laws of the Islamic Republic of
Pakistan without regard to the conflicts of laws doctrines of any
jurisdiction. Any controversy or claim arising hereunder shall be
settled by binding arbitration at a location acceptable to both
parties, pursuant to the Arbitration Act 1940 and any decision by
arbitrators rendered pursuant to arbitration shall be binding and
enforceable in any court of competent jurisdiction.
13.2. This Agreement is not assignable by either party without the
written consent of the other party.
13.3. No provision of this Agreement may be waived or changed
except by in writing signed by the parties. The failure to enforce a
breach or default of this Agreement shall not constitute a waiver of
the right to enforce any subsequent breach or default.
In witness whereof, the parties hereto cause this Agreement to be executed by their duly authorized representatives. This Agreement shall be effective as
of the date of this Agreement.
CUSTOMER
Signature
EXECUTIVE NAME
TITLE
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YOUR COMPANY NAME AND LOGO HERE
13.4. If any provision of this Agreement shall be determined to be
void, invalid, unenforceable, or illegal for any reason, the validity
and enforceability of all remaining provisions shall nevertheless
remain in full force and effect.
13.5. All notices permitted or required under this Agreement shall
be in writing and shall be delivered in person, mailed or courier-
delivered as necessary to the parties at their respective addresses
first set forth above.
13.6. This Agreement including all Work Orders and other
documents or communications incorporated herein, represents the
entire agreement between the parties and supersedes all prior
negotiations, understandings and agreements. This Agreement,
including all applicable Work Orders, exhibits and other documents
and communications incorporated herein, shall supersede and
control over any conflicting terms, representations, promises, or
conditions included in any purchase orders, invoices or other
documents issued by either party.
13.7. “YOUR COMPANY NAME” shall be entitled to rely upon any
person it believes in good faith to be authorized to act on behalf of
Company in connection with this Agreement including, but not
limited to, the furnishing of additional Work Orders.
“YOUR COMPANY NAME”
Signature
NAME
DESIGNATION